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Policy Title |
Conflict of Interest Policy for Trustees and Senior Administration |
---|---|
Policy Category | Ethics, Integrity, and Legal Compliance |
Policy Approval Date | February 14, 2018 |
Policies Superseded | Arcadia University Board of Trustees, Officers, and Key Employees Conflict of Interest Policy |
Responsible Office | Board of Trustees |
Related Policies | Conflict of Interest Policy for Faculty, Staff, Independent Contractors, and Volunteers |
Frequency of Review | 3 Years |
Date of Revision |
This Conflict of Interest Policy for Trustees and Senior Administrators (“Policy”) applies to the Board of Trustees (“Trustees”), officers, and key administrators of the University (“Senior Administrators”). This Policy does not apply to faculty, staff, independent contractors, and volunteers. For Conflicts of Interest as to those parties please refer to the Conflict of Interest Policy for Faculty, Staff, Independent Contractors, and Volunteers. Please see Section XII of this Policy for the definitions of capitalized terms contained below.
Trustees and Senior Administrators of the University have a fiduciary duty to serve the fiscal interests of the University, as well as a duty to preserve the public and donor trust. Thus, these individuals have a clear obligation to fulfill their responsibilities in a manner that does not give rise to an Actual or Potential Conflict of Interest, as defined by this Policy. All decisions by the Trustees and Senior Administrators must be made solely on the basis of a desire to advance the best interests of the University and the public good.
In accordance with this Policy, all Trustees and Senior Administrators have an obligation to fulfill their responsibilities in a manner that does not give rise to an Actual or Potential Conflict of Interest. Any decision that could result in an Actual or Potential Conflict of Interest must be avoided.
Trustees and Senior Administrators may have relationships and affiliations that may raise questions about perceived Conflicts of Interest. Although many such perceived conflicts are and will be deemed inconsequential, every individual Trustee and Senior Administrator has an ongoing responsibility to disclose situations that involve personal, familial, ethical, legal, or Business Relationships that could be perceived as a Conflict of Interest. Each Trustee and Senior Administrator is required to:
The following is a partial list of activities or actions that merit case-by-case examination to determine whether they create a Conflict of Interest that should either be managed appropriately or eliminated. This list is not exclusive and other situations may require case-by-case examination as well:
Trustees and Senior Administrators shall complete and file a Statement with the Audit Committee of the Board of Trustees at the Annual Meeting, which is the last regularly scheduled meeting of the Board of Trustees each year.
In the period between the filing of the annual Statements, if a Trustee or Senior Administrator believes that he/she may have an Actual or Potential Conflict of Interest with respect to this Policy, he/she shall immediately and fully disclose the Actual or Potential Conflict of Interest to the Audit Committee in writing, and shall refrain from participating in any transactions or decisions involving the University that may involve a Potential or Actual Conflict of Interest.
If a Trustee or Senior Administrator is uncertain whether to list a particular Business Relationship or other outside interest on the Statement, the Chair of the Audit Committee and the Chair of the Board should be consulted. Information shared or gathered as a result of such considerations (including information provided on the Statement) shall be confidential except when the University’s best interests would be served by disclosure. Such disclosure will be made only after informing those concerned.
The Audit Committee will accumulate all Statements and review them to determine if a Conflict of Interest exists. The Audit Committee may request additional information from the Trustees or Senior Administrators, if needed. The Audit Committee will be responsible for ensuring compliance by the full population covered by this Policy and report to the Chair of the Board those individuals failing to furnish an annual Statement.
The Audit Committee, in its discretion, may either make a conflict determination or if the Audit Committee believes it is appropriate, refer the matter to the full Board of Trustees. Should a determination regarding the existence of a Conflict of Interest require an Executive Committee or Board vote to resolve, those concerned shall not be present at the time of the vote.
If a determination is made that a Conflict of Interest exists with respect to a matter before the Board, the Board may request that a party other than the Trustee or Senior Administrator involved make all communications to the Board in respect to such matter. If this is not possible, the Board may permit the Trustee or Senior Administrator involved to communicate with the Board regarding the matter. In either case, the Trustee or Senior Administrator shall be required to leave the meeting prior to the discussion of, and the vote on, the matter. The Board shall approve the matter which is the subject of the Conflict of Interest only upon finding, by a majority vote of the disinterested Trustees, that the matter is in the University’s best interest, is for the University’s benefit, and is fair and reasonable to the University.
Trustees or Senior Administrators who have declared a Conflict of Interest, or who have been found to have a Conflict of Interest, shall refrain from participating in any proposed transaction involving the subject of the Conflict of Interest held by the Trustee or Senior Administrator including consideration of the matter or voting, unless the Board of Trustees requests information or interpretation from them for special reasons that are stated on the record or in writing.
If a determination is made that no conflict exists, the Trustee or Senior Administrator may thereafter participate fully in any discussions or decisions related to the matter.
Whenever the Board holds a meeting at which a Trustee’s Actual or Potential Conflict of interest is considered, the Board’s consideration of the matter shall be reflected in the minutes of the meeting.
Trustees and Senior Administrators shall not encourage or accept gifts, favors or gratitude for themselves or Family Members, from any individual or entity that to the Trustee or Senior Administrator's knowledge, has Transacted Business or seeks to Transact Business, with the University. Gifts of a nominal value may be accepted, such as small speaker's gifts or promotional items. Perishable items such as those typically given at the holidays (e.g. hams, cookies, nuts, candy, etc.) may be accepted if they are shared within the receiving college, school, administrative unit of the University. Similarly, plants of flowers may be displayed in the lobby, or at another central location where all may enjoy their presence. Acceptance of a modest meal or refreshments in connection with attendance at professional meetings and events sponsored by industrial, technical, professional, or educational associations is permissible. The provision of moderately priced meals or refreshments is also permissible as part of business meetings that advance the University's interests and relationships. If an employee or department receives a gift that does not comply with this Policy, the gift should be returned and the vendor requested to refrain from offering gifts in the future. If the gift cannot be returned the individual receiving the gift should consult with the Vice President of Finance to discuss alternatives, such as repayment of market value or donation.
If a Trustee becomes aware of a business, investment, or other potentially valuable opportunity that rightfully belongs to the University, and not to the Trustee or Senior Administrator individually or another entity with which the Trustee or Senior Administrator is affiliated, the Trustee or Senior Administrator shall bring the opportunity to the attention of the Board.
Trustees and Senior Administrators may not use confidential information acquired as a result of service to the University for any purpose unrelated to University business, request confidential information other than for University business purposes, or provide any such information to any third party, without the consent of the Board.
No transaction or action undertaken by the University shall be void or voidable, or may be challenged as such by an outside party, by reason of having been undertaken in violation of this Policy or the principles set forth herein.
Failure to disclose actual or potential Conflicts of interest or failure to abide by this Policy may result in sanctions up to and including removal from current position or termination of employment.
This Policy is effective on the date that it is signed.
February 14, 2018
Revised on September 18, 2019